Beryl Raff
Academy Sports & OutdoorsAbout Beryl Raff
Beryl B. Raff (age 74) is an independent Class III director of Academy Sports and Outdoors, Inc. (ASO), serving since May 2021; her current term expires at the 2026 annual meeting . She chairs the Compensation Committee and brings 40+ years of retail leadership, including CEO roles and senior merchandising posts, with degrees from Boston University (BBA) and Drexel University (MBA) . The Board has affirmed her independence under SEC and Nasdaq rules, including heightened standards for compensation committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helzberg Diamonds | Chief Executive Officer; Non‑Executive Chairman | CEO (2009–Jul 2022); Non‑Exec Chair (Jul 2022–Jul 2023) | Led strategy/operations; customer experience focus |
| J.C. Penney | EVP & General Merchandise Manager; various senior merchandising roles | 2001–2009 | Large‑scale merchandising leadership |
| Zales | Chairman & CEO | 2000–2001 | Enterprise leadership |
| R.H. Macy & Company | Various senior merchant positions | 18 years | Category and merchandising depth |
External Roles
| Company | Role/Committees | Tenure |
|---|---|---|
| Helen of Troy | Director; Audit & Compensation Committees | Aug 2014 – present |
| Michaels | Director; Audit & Compensation Committees | Sep 2014 – Apr 2021 |
| Jo‑Ann Stores | Director; Audit Committee & Compensation Committee Chair | Aug 2001 – Feb 2011 |
| Group 1 Automotive | Director; Compensation Committee & Governance & Nominating Committee Chair | Jun 2007 – Feb 2015 |
Board Governance
- Independence and roles: Independent director; Chair, Compensation Committee (members: Raff [Chair], Tom Nealon, Jeff Tweedy). The committee met 4 times in fiscal 2024 and is comprised solely of independent directors . The Board has affirmed Ms. Raff’s independence under SEC and Nasdaq rules .
- Committee expertise/scope: The Compensation Committee oversees executive pay philosophy and design, CEO goal‑setting/evaluation, director and CEO pay recommendations, equity plan administration, human capital policies, stock ownership guideline monitoring, clawback policy oversight, and annual compensation risk assessment .
- Meetings and attendance: In 2024, the Board held 6 meetings; the Compensation Committee held 4. All incumbent directors attended at least 75% of their Board/committee meetings; all ten then‑serving directors attended the 2024 annual meeting .
- Executive sessions and leadership: Independent directors held at least two executive sessions in 2024; the Lead Independent Director (Tom Nealon) presides over these sessions .
- Governance enhancements: The Board sought stockholder approval in 2025 to remove certain supermajority provisions and to declassify the Board by 2028 after off‑season investor engagement—demonstrating responsiveness to shareholder feedback .
Fixed Compensation
| Component | 2024 Amounts/Structure | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears |
| Committee chair fee (Compensation) | $25,000 | Paid quarterly in arrears |
| Total cash earned by B. Raff (2024) | $125,000 | Per Director Compensation Table |
| Annual equity grant (standard directors) | Target value $160,000 in RSUs | Granted first open window after annual meeting; 100% vest on earlier of 1‑year anniversary or day before next annual meeting, or upon death/Disability/Change of Control |
| B. Raff 2024 stock award value | $151,693 | ASC 718 grant‑date fair value |
Policy update effective June 5, 2025 (Non‑Employee Director Compensation Policy): Lead Director $45,000; Compensation Committee Chair $30,000; Audit Chair $35,000; Nominating & Governance Chair $25,000; Board Chair $75,000; Director retainer $100,000 .
Performance Compensation
| Element | Design | Metrics | Vesting/Triggers |
|---|---|---|---|
| Director equity | Time‑based RSUs sized to ~$160,000 target value | None (directors do not have performance‑based metrics) | 100% vests on earliest of 1‑year anniversary or day before next annual meeting; death/Disability; Change of Control |
| Grant timing | First open trading window post annual meeting | — | As described in policy |
Other Directorships & Interlocks
| External Board | Potential Interlock Notes |
|---|---|
| Helen of Troy (consumer products) | Serves on Audit & Compensation Committees at HELE . ASO’s Related Party Transaction Policy assigns oversight to the Audit Committee; directors must recuse where interested . No additional interlock disclosures involving Ms. Raff are identified in the 2025 proxy. |
Expertise & Qualifications
- Merchandising, strategic planning, human resources/talent, store operations, and corporate governance are identified as Ms. Raff’s key skills in ASO’s board skills matrix .
- Extensive CEO and merchandising experience across jewelry and department store retail sectors, plus public company committee leadership experience (Audit and Compensation), supports her role chairing ASO’s Compensation Committee .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (B. Raff) | 15,350 common shares; less than 1% of outstanding |
| RSUs outstanding (as of Feb 1, 2025) | 2,929 RSUs (scheduled to settle within 60 days after Apr 10, 2025, per footnote) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (no hedging, no pledging, no margin accounts) |
| Director stock ownership guideline | 3.0x annual cash retainer; five years to comply |
| Compliance status | Each non‑employee director is either compliant or within the allowed accumulation period |
Governance Assessment
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Strengths
- Independent Compensation Committee chaired by Ms. Raff with clear scope (pay philosophy, risk assessment, human capital, ownership guidelines, clawback) and 2024 meeting cadence (4 meetings) .
- Strong shareholder support for executive compensation (98% “Say‑on‑Pay” approval at 2024 AGM), signaling investor confidence in compensation oversight during her tenure as chair .
- Robust alignment policies: mandatory stock ownership for directors, and prohibitions on hedging and pledging; annual time‑based equity grants to foster long‑term alignment .
- Board responsiveness to shareholder feedback (proposals to declassify the Board and remove supermajority provisions) enhances governance profile .
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Watch items
- Succession planning: ASO’s guidelines bar re‑nomination after the later of age 75 or 15 years of service; with Ms. Raff at age 74 in 2025, the Board should ensure Compensation Committee chair succession readiness .
- Related‑party sensitivity: While the Board’s policy requires review of related‑party transactions and director recusals, continued monitoring is prudent given Ms. Raff’s external directorships; oversight remains with the Audit Committee .
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Attendance and engagement
- Board: 6 meetings; Compensation Committee: 4 meetings; all incumbents ≥75% attendance and full director attendance at 2024 AGM—supports engagement expectations for committee chairs .
- Independent directors held at least two executive sessions in 2024 under the Lead Independent Director, supporting independent oversight .
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Director compensation mix (pay‑for‑governance context)
- 2024 mix for Ms. Raff: $125,000 cash vs. $151,693 equity (RSUs), tilting toward equity alignment (time‑based) .
- 2025 policy increased certain chair retainers (Compensation Chair to $30,000), keeping market alignment while maintaining the standard director retainer and equity grant framework .
No additional 8‑K disclosures affecting Ms. Raff’s role were identified post‑proxy; 2025 board changes disclosed include the resignation of directors Scott Boatwright (May 2025) and Chris Turner (September 2025) without disputes noted .